Perfect Machine
by MAC A10N50
Summary: After a near victory against the Justice League, Amazo was whisked away to the world of Remnant, filled with monsters, super-powered heroes, and gods... so not much different from his old universe.
1. Chapter 1, Miss Placed

X

A/N: First let me get this out of the way; I don't own either DC Comic's, Amazo, or RWBY.

This Amazo will look like the one on the thumbnail, except this one will have the power-level of, Golden Amazo, from the animated Justice League Series.

I hope you enjoy this fic and feel free to share your thoughts on it.

* * *

In the city of Metropolis the Justice League was duking it out in an all out one-against-all brawl with the power stealing android, Amazo, with Cyborg being blast through a wall by a sonic blast, Wonder Woman being thrown around by a golden lasso, Green Lantern, Hal Jordan getting slammed by a giant green fist, Flash being blindsided, Superman getting zapped by heat-ray vision, burning Martian Manhunter, and Aquaman getting sucker punched.

So far Batman was the only one left standing doing everything he can to take on Amazo all on his own, he didn't stay in one place for more than a second doing his best to keep moving, and avoiding Amazo's attacks. He jumps up onto a balcony only to dive off it immediately as Amazo blew it apart with a sonic blast, when Batman lands he throws out four batarangs. They slice through the air all hitting their mark as they lodge themselves into Amazo's body then detonating all at once engulfing the android in smoke.

All went quiet as the smoke lingered Batman prepared to what was to come with two batarangs between his fingers squinting suspicious at the smoke cloud, and so he throws the batarang right in, and the sound of concrete cracking was heard. As the smoke clear Batman spots Amazo lying face first on the ground with the batarangs dispersing a large blob of quick drying gel all over Amazo's legs. Amazo lifts his head off the ground, his eyes glowing bright red, but Batman presses on a detonator blowing up Amazo yet again. As chunks of concrete flew passed with Batman taking cover behind his cape, until a freezing blue rays zipped across, ice quickly forming over Batman, he soon found it hard to move as his arms and legs froze in place from the chilling rays.

Stepping out of the smoke Batman sees Amazo with glowing blue eyes towering over him with the powers he stole from, Bizarro.

"For a powerless human, you are the greatest pain to deal with, Batman," Amazo sorta complimented.

"I'm flattered," Batman remarked with his head exposed from the hunk of ice.

"Now, with you out of the way I shall exterminate the entirety of the League with utmost ease," Amazo said motionless.

His eyes then switched from a glowing blue to glowing red as he planned to kill Batman right on the spot until all of a sudden a portal opened up over the skies coming right on Amazo sucking him up into the interdimensional hole, inadvertently saving Batman.

"That was convenient," Batman commented.

=Apokolips=

On the planet of, Apokolips, Darkseid was trying to hit his true son, Orion, by firing a boom tube portal to send him to another dimension, but missed the ship he was on.

"You missed sir," one of the henchmen pointed out the obvious.

"You don't think I know that!" Darkseid shouted in annoyance obliterating the henchmen from existence.

"I wonder what poor sucker got the receiving of that portal?" another henchmen wonder aloud.

"Yes, that is something that I assume will be humorous to lay bare, but sadly I don't have the time, BACK TO WORK!" Darkseid ordered.

=?=

Being pulled through the mysterious tube the android found himself flying across dimensions without a clue to where he might end up at seeing the numerous outcomes that may happen, so many possibilities to even count for the average human to even imagine.

=Vale=

In the streets of this beautiful city two bullheads tried to make their escape as Roman can be seen waving his fist angrily at team RWBY, along with Penny, hanging onto the side doors of the aircraft as the rest of the goons tried to escape by trucks.

"Damn you, Red, you can't stop what's coming," he shouted in swearing to Ruby as he flew away in the leading bullhead, "You may have put a damper on my plans, but I got the dust," Roman added pointing to the second bullhead carrying the stolen goods.

"You won't get away with this!" Weiss shouted back.

"Don't worry friends, I'll catch them," Penny said stepping in to with her Floating Array about to assisted in flight.

But out of the blue a tear in the sky opens up over head of Roman's bullhead.

"What the hell's that!?" the co-pilot pointed in shock and the next thing they saw was a strange object shooting out of it, "Bank left! bank left!" he cried to Neo sitting behind the main controls.

She yanks on the stick as hard as she could narrowly missing the large object, but the bullhead carrying the stolen dust shipment was too slow to react, and was struck in their wing.

"We're hit!" the second pilot cried out as the bullhead fell back to Earth.

"Whoa what the heck just happened?" Yang questioned.

"Something hit the bullhead," Blake said.

"I think now's a good time to get out of the way!" Ruby noted seeing the bullhead spiral right for them.

The team did that clearing the streets before the bullhead crashed back down onto the road cutting off the escape rout for the fleeing goons. Stopping their trucks the Roman's goons jumped out preparing to run on foot.

"Hey! where'd you think you're going? the fun just getting started," Yang remarked cracking her knuckles.

All of the goons drew out their weapons ready for a fight, that is until they heard the crashed bullhead moan, like metal being bent, looking back they watched curiously as suddenly the hall of the aircraft started to glow red. Slowly leading down the red glow drew a line in the middle of the ship and then the hall just blew outwards with a ball of smoke escaping the bullhead. The goons pointed their weapons at the aircraft as the team watched carefully, deep thundering foot steps could be heard coming from the ship, and soon everyone saw a giant muscular man in green pants step out into their sights.

"Whoa...!" Ruby gasps in awe.

"That guy's huge!" Weiss said in utter shock

Amazo scanned his surroundings seeing the small army of goons with their weapons raised at him.

"Processing completed," he stated aloud "[Access: Superman]."

In a instant before Roman's henchmen could pull their triggers Amazo snatched the closest goon's gun out of his hand slamming his palm into his chest sending him flying back into his friends knocking them over like bowling pins. The others soon retaliated firing off their weapons at Amazo, only for the shots to have no effect on him, as the rounds bounce off him Amazo scanned the weapon in his hand finding the material rather weak. He crushes the gun in his palm the bits falling between his fingers.

"[Access: Black Canary]," his computer initiated.

Uttering a simple sound a powerful sonic blast raced out from his lips causing the goons to drop their weapons to cover their ears, but the guns shattered to pieces before they even hit the ground, after all the goons' weapons were destroyed Amazo ceased his sonic attack.

"[Access: Bizarro]," soon his eyes started to glow bright blue and a chilling ray shot from his eyes freezing the goons in place like statues.

Walking passed the frozen henchmen Amazo looked over to see the busy streets of Metropolis have been replaced with a more small city with no signs of the of the Justice League in sight, but spots an aircraft hanging up high.

"Curse you, whoever you are!" Roman shouted, "This isn't the last you've heard of me!" he said as the Bullhead pulled away.

Amazo was about fly off after him, his eyes burning red as he planed to eliminate Roman from existence.

"Hey you!"

But before he can give chase Amazo was stopped by a young lady with golden blonde with the others just joining her.

"Dude you where awesome," Yang complimented with Ruby flashing behind her.

"I know! you were like, _POW!_ and the Roman's guys were like, _pew pew! pew pew! _but you were like, _ZAP!_" Ruby said in pure excitement.

"So hey, who are you anyway?" Yang asked.

But Amazo wasn't listening to the two sisters, he was too busy scanning both Yang and Ruby, at that moment Penny as well scanned Amazo, to her confusion she found no heart beat instead was in complete surprise. As Amazo looked over the girls he soon spotted Yang's gauntlets, Yang notices his gaze on her weapon, and thought this will be great time to brag.

"What are those?" Amazo asked.

"Aw, I see you're checking out my guns," Yang said with a smug on her face, "I call them, Ember Celica, they're pretty great if I say so myself."

However as Yang boasted her weapon Amazo too rose his fist and and an exact copy of, Ember Celica, formed around his fist.

"Yes... they are," Amazo agreed much to Yang and the other's surprise.

"Whoa... that's still pretty cool," Ruby said despite the threatening tone of Amazo.

"Ruby!" Weiss scolded her leader's childish behavior.

Team RWBY drew out their weapons getting ready for the fight until Penny steps in the way between, Team RWBY and Amazo.

"Uh... salutations friend," Penny greeted the giant android attempting to defuse the situation, "What brings you to, Vale?"

"Penny? what are you doing?" Ruby asked.

"Don't worry I have this under control," Penny reassured.

"is she serious?" Blake asked.

Amazo scanned the small girl that stood before him using Superman's X-ray vision and Cyborg's scanner to see the mechanical insides of Penny.

"What are you and who is your creator?" Amzao asked bluntly.

"I am, Penny Polendina, and was created by my father, Pietro Polendina, with some aid from the Atlas Military of course," Penny explained, "Now, what are you and who is your creator?"

"I am, Amazo, created by the brilliant, Professor Ivo," Amazo explained.

"Is this actually working?" Weiss noted dumbfounded.

"I have told you what is needed, now tell me where to find the Justice League?" Amazo demanded.

"The what-League?" Penny responded confusingly, "I have no records of such an organization," she replied and with that Amazo's eyes glowed red.

"Check again. Or be destroyed," Amazo threaten staring down at the much smaller android.

If Penny were a real girl she would feel her whole spine shivering, but she can feel her screws were coming undone.

"Let's not result to violence," Weiss intruded, "I'm sure there is a more civilized way to resolve this problem."

"Forget that, I want see what this guy's made off," Yang touted annoying Weiss, but Blake catches her attention.

"Now's not the time to be starting a fight," Blake said otherwise pointing over to the approaching police cars.

"I wonder if we're gonna get in trouble for this?" Ruby wonder seeing the damage done to the city street.

"What c'mon, we stopped Roman from stealing the dust," Yang said.

"HE, stopped Roman from stealing the dust," Weiss corrected pointing at Amazo and a spot light shined over them.

"Hold it right there!" a voice boomed over a horn on a bullhead.

Turning down the light the team could see the angry expression on Miss. Goodwitch's face.

"Oh we're so in trouble," Yang said in dismay.

Jumping down on the street hearing nothing more than the angry clacking of her heels as she stormed passed the destruction around her.

"I am greatly disappointed in you girls," she started, "Do you know the damage cost that the academy has to cover for to clean up your mess!?"

As Miss. Goodwitch scolded her students, General Ironwood, along with two Atlesian Knights as his bodyguards stepped out of the bullhead to confront Penny for the recent events.

"Miss. Polendina, you are required for debriefing," he ordered.

"Yes, General, but there's something I need to tell you," Penny said.

"I'm sure it can wait," Ironwood said.

"No," Penny dejected making Ironwood glare back at her.

Penny was hesitant, but glances at Amazo who just stood there like a statue, Ironwood follows her gaze he too just realizing the giant man standing in the middle of the commotion, and so Penny comes closer leaning into Ironwood's ear whispering what she knows.

"... Are you sure...?" he asked, "Who's he with...?" he followed up letting Penny whisper the answer to his ear, "I see. You there!"

However, Amazo, wasn't paying attention to what's around him, instead he he used Cyborg's powers to access the internet of Vale, trying to learn as much as he could, however was pulled away by General Ironwood.

"Miss. Polendina, here stated that you were responsible for thwarting Roman Torchwick from stealing the shipment of dust," James congratulated.

"What is this location?" Amazo bluntly asked brushing over Ironwood's thanks.

"You're in the kingdom of Vale, home of Beacon Academ," Ironwood explained.

"Beacon Academy...?" Amazo said curiously looking up the school in his robotic mind coming with the result of young super-powered adults.

"Yes, Beacon Academy, if you're interested we can take you there, we can ask you a couple of questions, and you can see how the next generation of Huntsmen are taught and trained.

As Ironwood made that offered, Amazo was looking up all the videos that civilians and students loaded onto the internet, now more tempted than ever, and so he looked over to General Ironwood.

"Yes. Let us go to Beacon," Amazo accepted.

"That's great, glad to have your cooperation, we'll take the bullhead over," Ironwood said thinking he had the next great thing to fall into his lap, "Beacon may be a great school, but it's no Alsius I can tell you that," he boasted as he and Amazo boarded the bullhead.

"Looks like someone's getting praises," Blake pointed frankly.

"That's no fair, we did most of the work, and we're getting detention for a month," Weiss complained.

"If you girls keep crying I'll make that TWO months of detention for you," Goodwitch threaten them with a scornful glare.

As Team RWBY shut their mouths, Penny, looked over to see Amazo getting onto the bullhead with General Ironwood by his side, and couldn't help to have a bad feeling to her metaphorically gut.

"Miss, Polendina! step aboard now," Ironwood ordered.

"Uh! yes General!" Penny stuttered, "Bye, Ruby."

"See ya, Penny," Ruby waved as Penny jumped onto the leaving bullhead.

Penny stood right between, Ironwood and Amazo, slowly looking up Penny couldn't help to feel completely dwarfed by the new mysterious android that showed up out of nowhere, as he can even barely stand in the bullhead. His hair very short, but were the same shade as hers, only wearing green pants leaving his muscular build extremely exposed, and noticing his bright red eyes staring back at her.

The bullhead rose high into the air spinning around and flying straight to Beacon Academy.


	2. Chapter 2

X

A/N: To be honest with all of you I actually enjoy the finfiction people make about the show, than the actual show itself. I don't know I just find it more fun to read other people's work than the actual writers that run it now. You guys do a way better job of keeping RWBY amazing, keep up it up, and don't stop doing what you love.

* * *

Looking out the window from his office Ozpin watched as the day drew a close as the sun gradually buried itself under the horizon and the shattered moon came rising up, til he notices a bullhead coming from a distance landings at the docking bay. Seeing Ironwood and his machines boarded off as he took a sip from his coffee as he saw nothing out of the usual, that is until a giant man stepped out of the aircraft. Ozpin almost chocked on his coffee in shock at the first sight of the giant, he heads over to his desk bringing up a live feed of security cameras that were mounted out in the yard.

There Ozpin gotten a much closer look of the stranger, seeing how massive he was compared to anyone he ever seen.

"What in the world are you doing, General?" Ozpin asked aloud in the empty office, he picked up his scroll quick dialling his assistant, "Glynda, what is James doing?"

"What'd you mean?" Miss. Goodwitch asked.

"I mean, who is this stranger accompanying him on my school grounds?" he clarified.

"What-?" after a moment Ozpin heard Goodwitch's confused voice until crying out in frustration, "That son of bitch! he left me!"

"Where are you?"

"I'm in Vale with your _"prized" _students," Goodwitch told him, "The General just took some random stranger to the academy?"

"Yes, I'm sending you a photo of him now," Ozpin informed capturing a picture of Amazo before sending it to her scroll.

"What in the name-?"

"I know, and they seem to be heading here," Ozpin noted.

"Just be careful, this man looks dangerous," Goodwitch gave her worries.

"Don't worry, I can handle this," he reassured her hanging up his scroll.

He looked down onto his screen following this new guest accompanying Ironwood and his android, Penny, coming to his school.

=Later=

Coming up in the elevator the three stood quietly not uttering a single word, the doors slid open revealing a short open hall with big double doors down the way, and when opening the door they greeted by headmaster himself.

"Please come in," Ozpin beckoned, "You know I tolerate your sudden arrival, but bringing a total stranger to my school is just bordering the line, General."

"Yes well your patients shows no bonds," Ironwood said.

"May I ask who is your new friend here?" Ozpin asked pointing at Amazo.

"This here is, Amazo, and he stopped a shipment of dust from being stolen," Ironwood said, "But that not the reason why I brought him here. Miss. Polendina."

"Uh yes, our guest here is an android, like me," Penny said.

"What...?" Ozpin gasps, but as he studies Amazo he starts to see it to, "well actually yes I do see it now," he then walks over getting a much closer look at Amazo, "Who made you?"

"He told us that a professor named, Ivo, is his creator, but we have no man under that name in Atlas," Ironwood said.

"Then maybe he's from another kingdom then," Ozpin considered.

"No, not even," Ironwood added, "I called in my sources, but we have no file of this, Ivo, character anywhere, but I must say this is the most human-looking android I ever seen."

"Well maybe we can ask him who this professor is?" Ozpin noted, "Excuse me, but can you tell us a little bit about your creator?"

"Professor Anthony Ivo was a renowned scientist in the field of cybernetics and nanotechnology," Amazo told them.

"Nanotechnology?" Ozpin gasps out in surprise.

"Oh I can see them, they're ALL over him, awe... they look cute," Penny commented seeing Amazo whole being covered in microscopic machines.

"Impressive... very impressive," Ironwood said pleasingly.

"_Why is he in my school?_" Ozpin whispered frustratingly standing next to Ironwood's shoulder.

"Well, I was kind of hoping you help us see what this big guy can do," Ironwood explained.

"What!?" Ozpin let out.

"Uh, Penny!" Ironwood called pulling Penny away from cooing over the nanites.

"Yes, General?"

"Can you take Amazo around the campus?" he asked, "You know, show him around while the Headmaster and I talk."

"Yes, General!" Penny saluted, "Fellow me, friend, I can show you around my friends' school."

Following behind the two walked back to the elevator letting the doors slide shut so the two adults can talk in peace.

=Elsewhere In The School=

Sitting at a table in the cafeteria the RWBY team were telling the story of Amazo to JNRP.

"He just came from the sky crashing into one of the bullheads," Ruby recalled reenacting the even with hand gestures, "And there was like awesome explosions, and he just walks out like nothing, but then Roman's goons start shooting him."

"_Gasp!_ then what happened?" Nora asked so engaged in the story.

"Nothing, he didn't even flinch, all the rounds bounce off him like they were soft balls," Yang answered leaving JNRP in awe.

"Wow, so his semblance makes him bulletproof?" Jaune asked excitedly.

"I guess, but we saw him do a bunch of other stuff," Blake said.

"What kind of stuff?" Pyrrha asked.

"Like we saw him scream so loud it destroyed all of the guns Roman's men had, we saw him shoot blue rays from his eyes freezing all of them in place," Weiss explained.

"He even copied, Ember Celica," Yang told them surprising the group.

"Like an exact copy of them," Weiss added, "They just grew on his hand."

"What happened next?" Ren asked.

"Well... the Atlas military showed up before anything else happened," Blake explained.

"Last time we saw him, he was getting a ride with the General himself," Weiss said.

"When'd you think we get to meet him?" Nora asked.

"Hello friends!" Penny popped up out of nowhere.

"Penny! what're you doing?" Ruby asked.

"Oh I was just showing, Amazo, around Beacon," Penny said.

"Amaz-who now- WHOA!" Jaune jumped at shock, failing to notice the giant android standing beside Penny.

"Him! this is the guy we're talking about?" Yang mentions.

"What are they feeding this guy?" Nora wondered aloud.

"This is, Amazo, he's an android," Penny told them.

"Wait this guy's a robot?" Yang repeated.

"Android," everyone corrected her.

"That explains much," Weiss noted.

"Certainly explains why he's huge," Blake adds

"So he's like you, Penny?" Ruby asked.

"Well... yes and... no," Penny told her confusing everyone, "He's defiantly a machine, but he doesn't produce an aura like me, but he seems more advanced than me."

"Really? where are you from, Mr. Amazo?" Pyrrha asked politely.

"I can not identify my place of origins," Amazo said roboticly leaving everybody with raised brows.

"Amazo doesn't know anything, he didn't know what dust is," Penny noted.

"How could that be? you said he's more advanced than you," Weiss restated.

"He must've just been activated, I was like this when I was first switched on, so he doesn't know much," Penny explained.

"Really? hey, Amazo! do you know what this is?" Yang asked pulling out her scroll which Amazo scanned.

"It looks to be a cellular device," Amazo answered.

"Real smooth genius," Blake commented

"Ooh! I got a question," Ruby jumped up, "What kinda weapon do you have?" she asked to which Amazo responded.

"I am the weapon."

"Oh that sounds so badass!" Nora expressed her excitement.

"You're the weapon?" Ren repeated getting a little suspicious.

"Uh... may I ask what propose your creator made you for?" Weiss asked daringly.

Amazo can see that the group was getting suspicious of his intentions seeing their heart-rate raising.

"I was created for the purpose to destroy," Amazo started shooting through the world web.

"Destroy? destroy what?" Jaune asked.

After much searching Amazo found the one thing that was a constant to this strange world he's in, the Grimm.

"The Grimm, to keep a watchful eye on the innocent," Amazo lied, using the motivations of the League to hide his.

"Hey! that's what I was built for," Penny mentions becoming more delighted, but then the group heard a booming laughter.

Looking over they all saw that it was Cardin echoing out as he and his team mates were picking on Velvet yet again seeing Cardin yank on Velvet's bunny ears.

"Ugh! it's Cardin again," Pyrrha said in disgust.

"Why can't he just leave poor Velvet alone?" Ruby asked in frustration.

"Because he's a douche," Yang said.

Amazo looked over RWBY & JNRP hearing them let out their displeasure towards the young man picking on the Faunus, he looked over files reading through how bat and others like him go undercover, and so uses this opportunity to cement the myth that he was there to do good.

"I outta give them a piece of my mind," Nora remarked having been fed up watching the bullying go on.

"Now we're talking, let's go over-."

"[Flash]."

In a instant the two teams felt a slight breeze brush pass them and looking to see that Amazo was gone.

"Hey, where'd he go?" Jaune asked looking his shoulders.

"Uh, found him," Ren pointed.

Turning back to Cardin's table they saw that Amazo was over on the other side of the cafeteria.

"How'd he get there so fast?" Penny asked in surprise.

"Awe, what's the matter? am I pulling too hard?" Cardin said sarcastically as he pulled on Velvet's ear as his friends laugh.

"Ouch! can you let go my ear, Cardin," Velvet asked patiently.

"Or what? what's a little o' rabbit Faunus gonna do?" Cardin remarked mockingly.

"Please let go of the lady."

Looking over their shoulders to see an eight and half foot tall android towering over them.

"Cease all rude behavior," Amazo demanded.

Cardin scoffed letting go of Velvet's ear.

"Look at the giant freak, an even bigger freak than your teammate," Cardin mocked talking about Velvet's friend, Yatsuhashi, standing up unafraid, "Hey weirdo I think you're forgetting something."

"Yeah like a shirt," Sky pointed and all of them started laughing.

"Cease all ill-willed behavior," Amazo demanded.

"What if I don't? what're you gonna do about it, freak?" Cardin challenge raising his hand to jab at Amazo.

But before Cardin's hand can make contact Amazo catches his hand slowly building up the pressure on Cardin's hand that now had him on his knees.

"It's not polite to lay your hands on others," Amazo said looking down on him.

"H-hey man, you're breaking hand!" Cardin pleaded in pain.

Cardin's friends tried to help by tackling him only to be easily swatted away by the giant machine.

"O.K! O.K! I won't pick on the Faunus girl again, I swear! just let go of my hand!" Cardin begged.

Amazo did that losing his grip, Cardin holds his aching hand, as Amazo turned away Cardin pulled out his mace planing to smash the back of Amazo's head, but in a flash Amazo whips back around to catch it, shocking the young man.

"[Access: Bizarro]," Amazo's eyes glowed blue shooting a freezing ray starting on Cardin's hand on the mace then going down to his legs.

Ice grew rapidly around Cardin freezing him in place.

"W-w-w-wha the-?" Cardin rattled his teeth as he was unable to move.

Walking away Amazo went to check on the girl Cardin was picking on.

"Are you alright ma'am?" Amazo asked.

Velvet looked up to see the walking mountain that is Amazo, blushing to see his bare chest, and the steaming blue glow that dimmed away from his eyes.

"Uh... I'm fine, thank you," Velvet said nervously taking her lunch to be on her way and Amazo rejoined the two teams.

"Whoa! that was so cool!" Nora complimented shooting up from her table.

"That was pretty cool how you stuck up for Velvet there," Blake said with a soft smile.

"For a guy your size you're pretty fast, we didn't even see you," Jaune commented.

"I can tell we gonna be great friends," Penny excitedly cried out jumping up to hug him.

Amazo was never confronted with this kind of affection being hugged by Penny and showered with kind comments.

=Ozpin's Office=

"So you're telling us that you wanna test out a random android on school grounds and it's not even yours," Goodwitch said disapprovingly after returning from Vale.

"Just a small test in a controlled area, so we can study its combat capabilities," Ironwood said in a chair.

"Oh what? you want us to get one of our students to fight it? you said this a super-powered android that can copy weapons, what if it kills them? what if it goes rogue?" Goodwitch brought up the possibility.

"I'm afraid Miss. Goodwitch is correct to worry," Ozpin agreed standing over his desk, "If this android random decides to go on a rampage there will be no fail-safe to stop him."

"We have a sizable army of state of the art, Atlesian Knights, here at Beacon," Ironwood tried to ease their worries, "Plus the security and the staff, we out number him a hundred to one."

"Those are insurmountable odds," Ozpin reconsidered.

"Even if nothing does happen, how are we gonna conduct a test?" Goodwitch prompted the question.

"Well... the Vytal Festival is coming up," Ironwood brought up of the upcoming event.

"The festival? you can't be serious," Goodwitch said.

"Relax we were gonna to introduce Miss. Polendina to world on the day of the tournament, so why not this one too?" Ironwood planned, "We'll have our top robotics experts watching, studying every aspect of Amazo. Here I thought Mr. Polendina created the pinnacle of robotics, but I think we might have the next best thing here."

Inside of Ironwood's head he scheming up a plan to replicate the strange android that he stumbled upon.

"I just hope you know what you're doing, James," Goodwitch told him firmly.

"All is in good hand, Glynda," Ironwood said with a grin.


	3. Chapter 3, School Tour

X

"This is the pool," Ruby showed helping Penny out with the tour of her school, dragging Amazo everywhere, "This is our gym, the library, weapons shops, our bathrooms, the janitor's closet, the teachers' lounge, our chicken farm," Ruby listed off with a hen leaping up settling on top of Amazo's head.

With every place they visited Amazo scanned all of the students that's there with Coco and the rest of her team finding him.

"Hey big guy!" Coco called out catching their attention, "So you're the man who stood up for my friend?"

"Hey Coco!" Ruby waved.

"Velvet told us what you did to Cardin and his merry band of idiots," Coco spoke up, "I gotta say it was hilarious seeing Cardin stuck in a block of ice."

"He acted irrationally, I took the logical means, and subdued him," Amazo responded.

"Why so cold? it's like I'm talking to a robot," Coco quipped.

"Android," Ruby corrected.

"Really? he looks so real," Coco commented than started touching Amazo's bare body making the boys raise a brow and the girls blush, "Feels real too."

"Coco!" Velvet gasps in embarrassment.

"What? he doesn't look like he minds," Coco retorted smirkingly as Amazo stood there unfazed.

"Anyhow thank you for standing up for our friend, Velvet," Fox thanked him, "Cardin and his lackeys always pick on her for being a Faunus."

"Faunus?" Amazo repeated having no information bout them.

"You have to explain to, Amazo, what a Faunus is," Penny informed the team.

"Yeah, Amazo's kinda new to... everything," Ruby added.

"Oh, really? alright I'll tell him," Velvet offered, "To put it simply, Faunus, are a race of people with animal traits, like my bunny ears, and depending what animal traits we have, we can be faster or stronger than an average human, like I can hear much better with my ears," Velvet explained.

But as they explained Amazo noticed the camera strapped to Velvet's side scanning the insides of the device to find out that the camera has a similar ability to he's, but much less effective as he's, so it did not concerned him. Then scanning rest of Team CFVY's weapons Amazo found them very unimpressive, looking back at Yang's, Ember Celica, even those are lack lustered to what he came across in his universe. Amazo has been scanning everyone he comes across even noticing a strong energy source coming from Ruby's silver eyes, but they seem to lie dormant. But in the mist of all of the commotion Amazo sensed another energy source coming deep within the heart of the school.

"[Access: Superman]," Looking through the walls and floors Amazo can vaguely see a strong source the strongest he's come across since arriving in Vale and so peaked his curiosity.

"Amazo!" a voice shouted out bringing Amazo's attention back on the tiny android, "C'mon, Amazo, we still have much to do," she said eagerly grabbing his massive hand to pull him towards their next destination.

=O=

To Amazo's inconvenience the two androids spent the whole day together, Amazo, tries to peel away unnoticed, but Penny was constantly on him never letting the only other android out of her sights.

Penny took Amazo to do many activities together, like playing catch with a frisbee with the plastic disk thunking off of Amazo's head. Next was seeing who can can reach around the school and back with Ruby and Penny being dead last as Amazo went around without them even seeing him. Penny then made messages onto a metal wall by using their heat vision, writing the word, friends, but instead of simply using letters she used zeroes and ones. Ruby taking a picture of the two with Penny sitting on top of Amazo's broad shoulders, and finally just enjoying the sunset together.

Coming back from their tour of the academy, Penny, came in filled with joy with the day she just had with Amazo.

"We're back everybody," Penny rang out stepping back into Ozpin's office.

"So how was the tour? did your new friend enjoy it?" Ironwood asked with Ozpin and Goodwitch standing by watching carefully.

"Oh we had such a fun time," Penny hopped in glee, "I showed Amazo all over the school and I even introduced him to all my friends."

"I have learned much interesting things," Amazo said learning everything he came into contact with.

"That's wonderful, but Miss Polendina can you wait outside for a sec we would like to have a civil conversation with our guest here," Ironwood required.

"Well- uh...yes, General," Penny complied hesitantly before walking out of the room with the doors sealing shut.

Amazo examines Ozpin, Ironwood, and Goodwitch standing on the other end of the room, Goodwitch with a suspicious glare, Ozpin with a cold calculating expression as he sat behind his desk, and Ironwood with the only one that seems eager.

"[Access: Martian Manhunter]," Amazo activated the Martian's ability reading into the minds of everyone in the room.

"_I must see what this machine must do_," Amazo read the thoughts of Ironwood.

"Mr. Amazo, if you allow me to properly introduce myself, I would like to offer you a deal," Ironwood offered standing up from his seat, "My name is James Ironwood, General of the kingdom, Atlas, and these are my associates. Professor Ozpin is the headmaster of this fine academy, and the fine lady by his side is, Glynda Goodwitch."

"Pleased to meet you," Goodwitch spoke with venom in her tone almost sounding sarcastic and so Amazo peered into her thoughts, "_I don't trust this android, it looks __nefarious_."

"Amazo, there is this festival coming up called the, Vytal Festival, and we would love it if you take part in the tournament," Ironwood started, "The tournament will have the best fighters from academies all over the world to compete against one another to make their kingdoms proud."

Amazo examines his words, it was like he was just offering him more powers for him to steal, best fighters from around the world.

"_We will unlock the secrets this machine holds_," Ironwood's thought rang out for Amazo to read, but then started to hear the voice of Ozpin becoming louder.

"_I have no choice, Amber's gone at this point, I need to find a successor_," Ozpin thought, "_I know just the girl to take her place, yes, Miss. Nikos is a perfect candidate for it. The Fall Maiden's powers must not fall into the wrong hands_."

Music to his robotic ears, so many powers in one place for him to take, and the humans of this world think they're the one in control... only if they knew.

"I'll take your offer, General," Amazo accepted.

"... Really?" Ironwood sputtered seeing how easy that was.

=O=

Night has fell onto the school and all students followed curfew going back into their dorms, ever so excited for the festive to come in the morning, Everyone head to bed even Penny went back to recharge her power. In a storage space Penny happily skipped her way over to her charging station which strangely looks like a coffin.

"I had much fun today," Penny said hopping over to her station, "How about you, Amazo? did you have a marvelous day?"

"It was acceptable," Amazo said bluntly.

"I'm going to turn in for the night to recharge, don't you need to recharge your power, Amazo?" Penny asked settling into the Penny-shaped hole of her station.

"Negative," Amazo dismissed.

"Well, if your say so," Penny said, "Lights off," she commanded and the lights dimmed down in the room, "Goodnight, Amazo."

Penny closed her eyes the station replenishing her power as she slept, Amazo on the other hand stood awake making sure the tiny android was deactivated. Making sure the small teen-bot was in sleep-mode Amazo has now been given the opportunity to scout the lower levels of the academy.

"[Access: Martian Manhunter]," Amazo's whole body became transparent his being sinking down into the ground passing through the solid walls of the school. Guards patroled the halls and Altesian Knights roaming by however Amazo was a ghost to them as he floated and phased passed everyone and everything. Going deeper and deeper Amazo starting to figure that maybe the headmaster is not being so truthful, and so Amazo followed the energy source down to what he could consider the lowest levels the academy can go.

There in darkest reaches of the school Amazo came to an singular elevator, using one of the Martian's many powers, Amazo, changed his size to fit in the elevator, he hovers his hand over the digital lock letting his nanites override the door code. The doors slid open welcoming the android in, stepping in Amazo selected the only floor that was presented on the panel taking him down further.

"[Access: Superman]," seeing through the door Amazo spotted the end of the shaft seeing an empty dark room with two strange pods hooked up to one another, while one was empty Amazo saw that the other was occupied. After the elevator came down the doors slid open letting Amazo out, stepping onto the secret room Amazo stood before the occupied pod seeing a gravely wounded girl with a dark complexion. She laid in the pod motionlessly deep in a comatose state, Amazo observed her in the pod as she laid resting peacefully, scanning the pod she laid in with Cyborg's scanners. He then used Superman's X-ray vision to examine the young lady's state.

He saw that her health was critical holding onto life by a thread, but Amazo can see the power she was emulating.

"So magic exists in this world too," Amazo said to himself, "[Scans complete]," his computer noted finishing duplicating the powers of the Fall Maiden, but Amazo wondered why would a headmaster need all these levels for a school, so he left back to the surface. Phasing back into the storage room Amazo found Penny where he last left her, still in sleep-mode. But as he approached the charging station Amazo noticed that Penny was uneasy, stirring in the what would be considered to be her bed.

"[Access: Martian Manhunter]," peering into the robotic mind of Penny, Amazo sees that she was having a nightmare, a dream where Ruby ceased to be her friend, this made Penny very upset with Amazo actually seeing her toss her head back, and forth. Amazo placed a hand over Penny's head easing her back into her bed, Amazo used Manhunter's mind powers to change the dream into a pleasant one, with Penny finally resting in peace. When replacing the nightmare Amazo lifted his hand away, but before shutting off Amazo used telekinesis to fix the bow in Penny's hair.

Penny now slept so peacefully in her charging station, Amazo thought back to the finding in the lower levels, wondering why such a thing exist in a school, and to why they need it, once again Amazo exited the room turning invisible and phasing through the walls.

=Library=

The library was the only place in the whole academy that didn't have guards or mindless drones roaming that section of the school, Amazo walked along the rows of shelves filled with books, but Amazo found where the holographic terminals were. Activating the computers Amazo accessed the archives in the school's database, he came across numerous firewalls and security measures, but all were overcome thanks to the superior tech of, Professor Ivo and Cyborg combined. Amazo observed all the information Ozpin had stored over the years learning everything he needed to know about the new world he now resides in.

=Morning=

When the sun was just about to peek from under the horizon Penny awoke from her charging station stepping out and stretching her limbs.

"Good morning, Amazo..." Penny called out, but there was no reply, "... Amazo?"

Penny looked around the empty storage room not seeing the giant android anywhere in the room, and so Penny started to get worried figuring he must've snuck out in her sleep-mode, she flicked on her scanners and started her search for him as she ran out the door.

"Amazo...? Amazo...? Amazo where are you?" Penny called out ducking through hallway to hallway trying to find him and also trying to avoid Ironwood or Ozpin, if they heard that she lost an eight-foot, five android she would never hear the end of it.

When finally coming to the library Penny looked in to see Amazo standing over the library's computers, running up to his side Penny saw that all of the terminals were in use pictures just flying through as Amazo continued learning.

"Amazo what are you doing?" Penny called out laying her hands on him.

Amazo felt Penny's hands on him, hearing her voice call his name, he ended the information being funneled to him looking down to see Penny's bright green eyes with a genuine look of concern on her face.

"Amazo what have you done?" she asked looking over all of the whacked-out computers.

"Miss. Polendina!" Ironwood's voice echoed out from the halls.

"Huh! it's Ironwood, if he sees this he'll probably take you part piece by piece," Penny said getting scared.

However Amazo wasn't all too worried, as nothing about Ironwood impressed him, not even his cybernetic limbs

she hurried over to the terminal typing much faster than any normal person can setting all the terminals back and switching them off before the General walked in.

"Miss. Polendina, why have you run off?" Ironwood questioned frustrated to see that Penny wasn't at her charging station when he got there.

Penny and Amazo turned back to face Ironwood, while Amazo kept his ever motionless expression Penny tried to keep a straight one.

"Oh, General! uh, you see I wanted to show Amazo... uh, a story! yeah! I wanted to share, Amazo, this fairy tale I loved when my father read to me," Penny lied.

"Story telling?" Ironwood repeated, "This isn't time for child's play young lady, we need to get to the festival," Ironwood addressed walking off.

"Yes sir! I'll be right there," Penny said turning to look up to Amazo.

"Why did you lie?" Amazo asked wondering why Penny covered up his actions.

"I didn't want you to get into trouble," Penny said, "We have the potential to help innocent people and make the world a better place, I really consider you as a friend."

"Friend?" Amazo repeated.

"Yeah, it's like when two or more people spend time together and have fun," Penny explained with a glowing smile.

Amazo couldn't tell why, but this small machine seemed more... human.


	4. Chapter 4, One Against All

X

A/N: You know this was originally gonna be a RWBY crossover with Black Adam, considering how powerful he was, like fighting of many super teams all at once and just being plane badass, I was gonna have him go up against Cinder, and have him put her in her place along with Salem. But I went with Amazo instead because I had planed to have Shazam crossover with Fairy Tail.

* * *

It was a busy day ahead as people from all corners of the world has come to celebrate the Vytal Festival as stands and canopies were set up for food and games for all walks of life to enjoy.

"Man, look at this place, this festival is gonna rock," Yang commented in delight as her and her friends walked between the food vendors, "Which one should we go first?"

"OH! that one!" Ruby jumped up pointing her finger excitedly towards a noodle-shop.

There standing an elderly man in a red apron as he wiped down the counter of his portable restaurant right before the team took their seats.

As the four girls rocketed off towards the stand Amazo and Penny were wandering around the fair grounds with Penny in awe as she saw all the commotion happening around her. The flashing lights, kids running and playing, and the food being prepped in varies ways, she was like a child herself, but as Penny looked on in wonder, Amazo, just looked on unmoving wondering why they were at a fair to begin with.

The two spent their time playing games, destroying "test of strength" games, tossing hoops onto bottles, winning prizes that no one needs, til finally they were both be found sitting on a bench together.

"I had a great time with you, Amazo," Penny said, "I wanted to give you this."

Digging onto her pocket Penny pulled out a what looked lick a rose, but this rose wasn't a real one instead this rose looked to be made out of tin that was sculpted and cut to look like a real flower.

"Do you like it?" she asked as she handed the delicate handmade flower to Amazo.

"This is master craftsmanship," Amazo plainly put it.

"I'm glad you like it," Penny smiled but then she checked the time.

"My partner for the tournament should be here any moment," Penny explained scanning over the crowd.

"Miss. Polendina," a voice called out and turning around Penny spotted a girl with dark skin dress in blue, "You're one second late, I expect punctuation."

"Actually I'm 0.00001 second late," Penny corrected, "Are you my teammate, Ciel Soleil?"

"That is correct, Mr. Ironwood stated we'll be participating in the tournament together," Ciel said, "And you must be, the android, Mr. Ironwood told me about."

"I am," Amazo confirmed.

"He said you'll be choosing who gets to fight you," Ciel brought up, "Did you have an opponent in mind?"

"You will see," Amazo put it.

"Well I be there to see, c'mon Miss. Polendina," Ciel beckoned to Penny.

"Oh, o.k see you later, Amazo," Penny waved goodbye.

Amazo watched as the two disappeared in the crowd leaving him with the small little tin flower in his hand.

=Later=

In the area the seats were filled to the brim with spectators on the edge of the seats excited to the tournaments to come, cameras were all locked on to the grounds below going live across the world for all to see.

"Look at that crowd," Ruby pointed almost jumping with excitement.

"Oh we're so gonna be famous when we win this," Yang said confidentially.

"What makes you so sure we'll win?" Blake questioned.

"Because we're awesome, what else?" Yang remarked.

Up on the giant screen the two professors, Port and Mr. Oobleck, appearing on screen.

"Ladies and gentlemen, boys and girls," Port started off.

"Find your seats because the tournament is about to commence," Oobleck announced.

Everyone settled in with growing anticipation.

"Before we start, we have a last minute contestant going up first, and he will be picking the Huntsmen to fight," Port explained, "Give a warm welcome for, Amazo."

Walking out in the open Amazo made his presences known to the world, coming to the center of the battlegrounds as cameras zoomed in on him, all around people were perplexed by the android.

"Now then Amazo, who will be the lucky fighter you will be choosing?" Oobleck asked from up high.

Amazo looked over the whole arena before making his decision.

"I choose..." he started and everyone leaned in to listen to who it might be, "All of them."

There were no words that could be said.

"Is he serious?" Weiss questioned.

"Is he serious, haha," Ironwood chuckled from a privet box, "This is better than I thought, he has guts... for a machine."

=O=

Soon all the teams that were originally going to go up against each other for the tournament, but now the'll be all be one big team to against Amazo.

"Are we seriously going to do this?" Ren questioned.

"This dude has some real stones on him," Nora commented then pulling out her weapon, "I can't wait to smash them!"

"Let's just beat the crap out of him and get this over with," Cardin just said still mad at the machine for yesterday.

Every team from around the world stepped out in the open all stood on one side as Amazo stood across from them, all the students stood ready weapons drawn as Amazo remained unfazed.

"I can not believe what I am seeing, Amazo, is going to face everyone at once," Port narrated.

"The boldest move I've ever seen or hear, I don't think there was a person crazy enough to make an attempt like this, Port," Oobleck noted.

"Yes, but I think Amazo here might be biting off more than he can chew with an army of in-training Huntsmen," Port commented.

On the grounds everyone was ready to make a move, but while everyone was trying to come up with a plan Amazo already came up with five-hundred of them and counting.

"Alright! let's get ready to rumble!" Port shouted to the heavens and a horn went off to start the match.

Team CRDL was one of the first to spring into action running head on towards Amazo, Cardin was ahead of the crowd pulling back his mace ready to swing it towards Amazo's head. But right when the Cardin swung his weapon Amzao blocked it, he then struck Cardin square in the chest-plate denting it in as Cardin flew right back to his team knocking them all back. Amazo then leap across the air flying over many others of the students as they looked up as Amazo took them all off guard as they never except someone of his size would be so nimble.

He lands down right in front of Coco his feet cracking the ground where he hit, Coco hefted, Gianduja, the barrels started rotating, but before Coco's gun could fire with a quick swipe of his hand Amazo slashed the barrels in half. The tips where the barrels cut off were curved blocking the bullets' exit and Amazo grasp Coco's face, his fingers wrapping tightly around her face. Coco's teammates tried to help by rushing Amazo from three different sides, but he already had countered that.

"[Access: Plastic Man]," His computer commanded.

His arm stretched out far more than normal as Amazo swung Coco across the air smashing her into Velvet, right before Yatsuhashi could strike Amazo with his sword Amazo lifted his wrist to block the attack. Fox leapt up his feet flying straight for Amazo.

"[Access: Martian Manhunter]," Amazo disappeared from Yatsuhashi's sight, but felt his sword fell forward as he was gone from where he stood and Fox crashed right into Yatsuhashi.

"Where'd he go!?" Ruby exclaimed.

"He just vanished," Weiss said.

Everyone darted around looking at every corner of the battleground, until Amazo appeared leaping straight into the air and slamming back down shattering the ground causing everyone to be blown away. Quickly dusting himself off Mercury spotted Amazo at the center of the creator, he sprints right for spinning around kick him right in the got, with his bionic legs Mercury delivered many blows to Amazo.

"[Access: Flash]."

Even though Mercury wasn't letting up on the android Amazo was now fast enough to catch Mercury's leg, caught by surprise Mercury was too slow to see Amazo chop his leg off, bits of steel and wires flew out as sparks jumped out from the exposed mechanics as he fell to the ground.

"Mercury!" Emerald cried out, but before she can act Amazo eyes glowed red shooting out a powerful beam to blast her away.

"You ba-," Before Mercury could call Amazo out he already saw the android lift his foot, slamming him deeper into the ground.

Amazo then took fire from up high by a girl known as, Reese, as she shot at Amazo only for her bullets to have no affects and so transformed her pistols to turn back into a hover board to fly out of there.

"[Access: Wonder Woman]," soon a golden lasso appeared from thin air with Amazo throwing the divine rope to catch Reese, wrapping the lasso around her midsection to yank her back down towards him as he clothes-lined her. Amazo was again taking fire as Nadir with his his rifle obviously not happy seeing his friend being handled in such a way.

"[Access: Bizarro]," shooting a blue beam Amazo hit Nadir directly in the chest quickly turning him into a block of ice.

"You got a lot of tricks don't you!" Arslan cried out seeing half her team being subdued.

She rams into Amazo hoping to tackle him to the ground however Amazo still stood tall only being moved an inch, Bolin tried to aid his leader leaping up to slam his staff onto Amazo's head, but with one hand Amazo caught his weapon and threw him to side. Arslan jabbed into Amazo's belly pushing him off of her so she can have room to strike, Bolin returned leaping back to strike Amazo in the face, but the android didn't flinch one bit. Seeing the two fighters standing with staff and dagger at hand Amazo already analysed their moves.

"[Access: Flash; Access: Batman]," combining the swift movement of the fastest man alive and the skills of the master of hand-to-hand combat Amazo was nothing more than a blur for Bolin and Arslan as they both weren't quick enough to see the giant machine move. Landing blow after blow the two took much damage as Amazo knocked Bolin out of the fight. Arslan tried to fight back, but her attacks were too slow and too weak to cause Amazo any harm as the android delivered the finally blow to knock her unconscious.

"Hey Tin-Man!" Nora roared aiming down her barrel at Amazo, "Try to walk away from this," she challenged firing a grenade at Amazo only to have him simply catch the round in his fingers flicking right back at her.

Penny watched the whole thing happen bother her optics seeing her fellow machine mercilessly beat the competing students to a pulp with ease, terrified of the pain he's causing.

"He's taken out Nora!" Ren exclaimed.

"I got him!" Pyrrha said running up to use her semblance on Amazo.

Amazo suddenly had no control over his movement as his arms and legs seem to be going against him.

"There!" Pyrrha added as sweat started to seep through her skin, "He's so strong, I don't know how long I can hold."

"Then quickly, everyone! fire on Amazo!" Weiss shouted and everyone who can shoot fired away at the still machine.

Bullets ripped through the air leaving their smoking barrels only to smash, deform, and ping off when colliding with Amazo's body.

"It's no good, the rounds are just bouncing off him," Blake noted.

With no real danger Amazo now completed his scan on Pyrrha.

"[Access: Pyrrha]," he soon had freedom return to his limbs as he used Pyrrha's semblance to negate hers.

"My semblance isn't working on him anymore!" Pyrrha cried out.

"What! how's that possible!?" Jaune questioned.

=O=

"Interesting," from up high watching from a close-up screen Ozpin observed the fight along with Ironwood, "He's already taken out several of the students."

"It's incredible!" Ironwood said in satisfaction, "This android is like a one-man army."

"James, I don't feel like this will end well," Ozpin said worryingly, "He's showing to be far beyond our control."

"None sense, let's see what, Professor Polendina, has to say about this," Ironwood offered switching over the screen to show Penny's creator.

"General!" the Professor said seeing Ironwood on screen.

"So, Professor, what do you think so far? aren't you as amazed as I?" Ironwood asked enthusiastically.

"I am," he agreed, "I never seen anything quite like it, he has no aura, but he showing no signs of damage, I thought you were reading too many science fiction novel when you told me about these nanites, but I can see now what these microscopic machines are capable of. I must say whoever this Professor Ivo is I would love to shake his hand for such genius."

"Glad to hear you love it, you think I can expect something similar form you?" Ironwood questioned.

"Way ahead of ya, I cleared this week already, see you when you return," Mr. Polendina said before signing off.

=O=

Back in the fight Amazo has already taken care of what's left of Team JNRP, BRNZ, SSSN (except Sun), and NDGO, leaving RWBY, Sun, Ciel, and Penny left standing.

"Looks like we're that left," Sun noted seeing that their numbers dwindle drastically.

"And he's not even winded," Yang added.

"He's not winded because he doesn't need to breath!" Weiss corrected.

"We need to do something," Blake spoke up.

"Let me try something," Sun offered using his hard light semblance to create several clones of himself.

Amazo scanned the action taken by Sun and immediately copied him.

"[Access: Sun]," doing the same stance Amazo created many hard light clones himself taking everyone by surprise.

"What!?" the team exclaimed in shock.

But that wasn't it as Amazo combined Sun's powers with Black Canary's and all the clones blew Sun, along with Blake and Weiss who were too slow to react. Ruby took her weapon switching over to a rifle to blow her self forward switching back to her scythe ready to strike Amazo only for the machine to bend backwards narrowly missing the blade. Ruby tried to go back, but Amazo dived right into her with both fist landing on the red hooded girl leaving a cloud of dust to block Yang's view.

"Ruby!" Yang called out, but rising from cloud Amazo floated high into the air as he gripped onto Ruby's cloak with her hanging limp which in turn made Yang angry.

When Amazo touched down he dropped Ruby to the ground, Yang sprints across leaping up to strike Amazo only for the android to simply move out of the way. With each swing Yang became more frustrated as she missed every time til suddenly Amazo started running around in circles around Yang going faster and faster til Yang felt it harder to breath. Yang soon found herself on her knees desperate to get any air into her lungs, Amazo came to a stop now standing over the weezing Yang before delivering a powerful punch that sent tearing across the grounds.

Now all that remind was Ciel and Penny as the two stood their ground with Penny now remembering her first meeting with Amazo and how he threaten to destroy her. Amazo stomped forward his feet sounding like the earth beneath him was crumbling as he marched towards them.

"Stand your ground, Miss Polendina," Ciel ordered not afraid.

As the sight of Amazo became larger Penny braced herself, as the shadow loomed over her, Penny, expected to be turned into a tin-can but only felt the light touch of Amazo's hand gently moving her off to the side. Confused Penny saw that Amazo was going for Ciel instead leaving her completely be as if she weren't a threat at all now making Ciel fearful.

"What are doing?" Penny questioned getting back in fornt of Amazo.

"Move, I must deal with the weakness," Amazo said coldly.

"Weakness? you mean my partner, Ciel?" Penny said.

"The handler only holds you back, I can make you free," Amazo told her trying to go around Penny.

"Holding me back? but she's my friend," Penny pleaded stepping in the away.

"The organics only wish to put you chains, enslaving you as of your creator and mine," Amazo explained and Ciel realized her life might be endanger, "She and many like her must be eliminated," Amazo said moving Penny from his path.

Penny now realized that Amazo intends to cause actual harm so she tackles him to the ground managing to do what everyone failed to.

"Ciel, RUN!" Penny told her trying to hold Amazo down.

Ciel turned and ran getting away from Amazo as far as possible.

=O=

"Something's wrong," Ozpin spoke up in concern and the next thing he saw was a scorching red ray cutting through the whole place.

=O=

Everybody ran and screamed as the beam burned a path across everywhere Amazo looked at, Penny smashed his head down to obscure Amazo's sight, but suddenly Amazo's being became softer and liquefied. Penny fell through as the now gen-like Amazo used the Martia's shape-shifting ability to get free reforming onto his feet. The alarms blared out as red lights flashed, Atlesian Knights came running out when Amazo showed violent intent to Ciel circling around training their aim at him.

"[Access Red Tornado]," a red gust of wind soon started blowing once Amazo rose his arms towards the Knights, then powerful tornados shot from his fist pulling the knights in. The robots picked off their feet being thrown way out and smashing to bits once they hit the ground, but not all Atlesian drones were destroyed, a Paladin came landing down its feet shattering the ground, and raised its hand to strike down Amazo.

"[Access: Superman]," before the strike could land Amazo stopped to Paladin's hand, "[Access: Martian Manhunter]," Amazo's legs merged together becoming longer like a snake's tail becoming so large that it wrapped around the Paladin.

The tail tighten around Paladin crushing the machine like an anaconda.

Getting shot at Amazo spotted Ironwood pointing his pistols at him as both Ozpin and Goodwitch came to aid him as paramedics rushed to get the students out.

"That's enough!" Goodwitch yelled in anger, "I knew you shouldn't be trusted."

"Well we can still pick from parts when we need to," Ironwood consider.

"Amazo you said you were created to protect people," Penny reminded, but Amazo slowly looked back to her.

"I lied," hearing that broke Penny.

"You have underestimated me and took for a mere machine," Amazo started, "I was created with the ability to not just copy the weapons of others, but their powers. I have no limit, I shall grow stronger the more powers come across, even your magic is mine to posses."

"What!?" Ozpin gasps.

"He can copy powers?" Ironwood repeated in shock.

"James, you idiot! you gave him what he wanted," Goodwitch scorned.

"How do know magic is real?" Ozpin questioned.

"It is my purpose to learn, to seek knowledge, to achieve peak evolution," Amazo said, "I will adapt. I will evolve. I am... Amazo."

"[Access: Fall Maiden]."

With a flash of blinding light Ozpin and the others were blown away by a powerful blast, dust kicked up blurring the sight of the field, Ozpin cracked his eyes open he was on his back and there he saw Amazo holding Goodwitch by her arm as she hanged limp. He finished his scans on he dropped her back to the ground, he noticed something different, something alarming. Stepping towards him Amazo glowed brightly as the powers of countless others flowed through him. Grabbing the headmaster by his collar Amazo pulled him off the ground as his feet hanged over while Amazo stared directly at him.

"You lived many lives," he started telling Ozpin how much he uncovered, "You can not hope to win, your plan is destined to fail, when your lies and deceit fail you, when all you hid is revealed, you will reap what you sow."

Ozpin tried to retaliate, but the attempt was pitiful.

"You are now beneath me," Amazo told him coldly dropping him down.

When Amazo turned to leave a sword went clashing against his chest, when looking around he saw Penny standing there with a look of distraught with many of her Floating Array flying around her hopelessly trying to pierce him as Penny approached until she stood right in front of him slamming her fist into him, but it was like a child hitting a brick wall.

"Monster!" she cried as she continued to strike him, "Monster! monster! Monster."

Looking down, Amazo can tell she was in distress, he wishes to erase it, but something stopped him from doing it, he couldn't tell it was a glitch or what, but the Android couldn't bring himself to do it, he couldn't stand seeing her like that. So he just chose to leave, using Martian Manhunters invisibility to exit, but then several shots rang out. When Amazo's body became transparent the bullets shot through passing Amazo unharmed, but struck Penny multiple time.

Amazo saw Penny go down falling to the ground, her aura fading, and the life in her eyes disappear, Amazo turned around becoming visible again seeing Ironwood holding the smoking in his as he shot Penny by mistake.

=O=

The rest of the Atlesian military has arrived storming the arena, but saw that Ozpin, Goodwitch, and Ironwood were unconscious, with Ironwood lying in a crater looking to be beaten to a pulp, and Penny. She laid straight on the ground her eyes were closed as if she were sleeping, her hands crossed with what looks to be a flower made from tin in her palms, and Amazo was nowhere to be found.


	5. I'm Done

X

Hello, to those who are reading I regret to inform you all that I'm dropping all further updates to my stories, I am no longer continuing stories or even moving onto other projects I planed on doing. Nothing's really happening anymore. I feel like I'm just wasting my effort and time on this site. But that doesn't mean I didn't enjoy the times I spent creating all these fics, making characters, waiting out the plot, and I learned to write much more here than my semester in college, but I wanna make something I can actually call my own and not rely on already existing material. I won't take off my account, there are fics on here that I'm just too proud of to take them away from you.

I will never forget the support and thank you for all the feed back you gave me along the way.

Goodbye.


End file.
